EXHIBIT 10.8

                            STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE  AGREEMENT  (this  "Agreement") is made and entered
into as of the 28th day of June,  2004,  by and  between  Chinamerica  Fund,  LP
("Purchaser")  and  Boulder  Acquisitions,   Inc.,  a  Nevada  Corporation  (the
"Company").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to sell to Purchaser and Purchaser desires
to purchase from the Company a total of 877,193 newly issued,  restricted shares
(the "Shares") of the common capital stock of the Company,  par value $0.001 per
share,  upon the terms,  provisions,  and conditions  and for the  consideration
hereinafter set forth;

         NOW,  THEREFORE,  for and in  consideration  of the premises and mutual
covenants  and  agreements   contained   herein  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby represent, warrant, covenant, and agree as follows:

Section 1. Issuance and Sale of Shares.

         Based upon the representations,  warranties,  and covenants and subject
to the terms,  provisions,  and  conditions  contained  in this  Agreement,  the
Company  agrees to sell and deliver the Shares to  Purchaser,  free and clear of
all liens, pledges,  encumbrances,  security interests,  and adverse claims, and
Purchaser  agrees to purchase the Shares from the Company for the  consideration
hereinafter set forth.

Section 2. Purchase Price.

         The total purchase price to be paid to the Company by Purchaser for the
Shares is $1.14 per Share (the "Purchase Price").

Section 3. The Closing.

         Upon  execution  of  this  Agreement,  the  Company  shall  deliver  to
Purchaser  a  certificate(s)  evidencing  the  Shares  issued  in  the  name  of
Purchaser,  and immediately  upon delivery  thereof,  Purchaser shall deliver to
Securities  Transfer  Corporation  (the "Escrow Agent") the Purchase Price.  The
release of the  Purchase  Price to the Company  shall be effected in  accordance
with the terms of this Agreement and that certain Escrow  Agreement (the "Escrow
Agreement") to be entered into by and among the Escrow Agent, the parties hereto
and such other parties referenced therein.

Section 4. Representations and Warranties of Purchaser.

         Purchaser  acknowledges  and  understands  that the  Shares  are  being
acquired for  investment in a  transaction  that is considered to be exempt from
registration. In connection with the transactions contemplated hereby, Purchaser
hereby represents and warrants to the Company that:


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         a)       Purchaser  is  acquiring  the  Shares  solely  for  investment
                  purposes  and not with a view to, or for resale in  connection
                  with, any distribution  thereof or with any present  intention
                  of  distributing  or  selling  any of the  Shares,  except  as
                  allowed by the  Securities  Act of 1933,  as  amended,  or any
                  rules or regulations promulgated thereunder (collectively, the
                  "Act").

         b)       Purchaser   will  hold  the  Shares  subject  to  all  of  the
                  applicable  provisions of the Act, and  Purchaser  will not at
                  any time make any sale, transfer,  or other disposition of the
                  Shares in contravention of said Act.

         c)       Purchaser  acknowledges that it must bear the economic risk of
                  its investment in the Shares for an indefinite  period of time
                  since the Shares  have not been  registered  under the Act and
                  therefore  cannot be sold  unless the Shares are  subsequently
                  registered or an exemption from registration is available.

         d)       The sale of the Shares to  Purchaser is being made without any
                  public solicitation or advertisements.

Section 5. Representations and Warranties of the Company.

         In connection with the transactions  contemplated  hereby,  the Company
hereby  represents  and  warrants  to  Purchaser  as  follows,  with  each  such
representation  and  warranty  pertaining  to the  Company  and its  direct  and
indirect subsidiaries where applicable:

         5.1. Organization, Standing and Power.

         The Company is duly  organized,  validly  existing and in good standing
under  the laws of the  jurisdiction  in which  it is  incorporated  and has the
requisite  corporate  power and  authority to carry on its business as now being
conducted.  The Company is duly  qualified  or licensed to do business and is in
good  standing in each  jurisdiction  in which the nature of its business or the
ownership or leasing of its  properties  makes such  qualification  or licensing
necessary, other than in such jurisdictions where the failure to be so qualified
or licensed (individually or in the aggregate) would not have a Company Material
Adverse  Effect.  For purposes of this  Agreement,  the term  "Company  Material
Adverse  Effect" means any material  adverse effect with respect to the Company,
taken as a whole,  or any  change or effect  that  adversely,  or is  reasonably
expected to adversely, affect the ability of the Company to maintain its current
business  operations  or to consummate  the  transactions  contemplated  by this
Agreement in any material respect.

         5.2. Validity of Transaction.

         This Agreement and, as applicable,  each other  agreement  contemplated
hereby are valid and legally binding obligations of the Company,  enforceable in
accordance with their respective terms against the Company, except as limited by
bankruptcy,  insolvency and similar laws affecting creditors  generally,  and by
general  principles of equity.  At the time that the Shares are sold,  assigned,
transferred  and conveyed to Purchaser  pursuant to this  Agreement,  the Shares


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will be duly  authorized,  validly  issued,  fully paid and  nonassessable.  The
execution,  delivery and performance of this Agreement have been duly authorized
by the Company and will not violate  any  applicable  federal or state law,  any
order of any  court or  government  agency or the  articles  or  certificate  of
incorporation  of the Company.  The execution,  delivery and performance of this
Agreement and each other  agreement  contemplated  hereby will not result in any
breach of or default under,  or result in the creation of any  encumbrance  upon
any of the assets of the Company pursuant to the terms of any agreement by which
the Company or any of its respective  assets may be bound. No consent,  approval
or authorization  of, or registration or filing with any governmental  authority
or other  regulatory  agency,  is required for the validity of the execution and
delivery by the Company of this Agreement or any documents related thereto.

         5.3. Capital Structure.

         The  authorized  capital stock of the Company  consists of  100,000,000
shares of common stock, par value $0.001 per share (the "Company Common Stock").
On the Closing Date  hereof,  the  capitalization  of the Company will be as set
forth on Schedule 5.3 hereto.  No shares of Company Common Stock will be held by
the Company in its  treasury.  All  outstanding  shares of capital  stock of the
Company will have been duly  authorized  and validly  issued,  and will be fully
paid and nonassessable and not subject to preemptive or similar rights. No bonds
debentures,  notes or other indebtedness of the Company having the right to vote
(or convertible into, or exchangeable for,  securities having the right to vote)
on any matters on which the  stockholders  of the Company may vote are issued or
outstanding.  Except for this Agreement and as set forth in Schedule 5.3 to this
Agreement,  the Company does not have, or at or after Closing will not have, any
outstanding option,  warrant,  call,  subscription or other right,  agreement or
commitment  which either (a) obligates  the Company to issue,  sell or transfer,
repurchase,  redeem or otherwise acquire or vote any shares of the capital stock
of the Company,  or (b) restricts the voting,  disposition or transfer of shares
of capital stock of the Company.  There are no  outstanding  stock  appreciation
rights or similar derivative securities or rights of the Company.

         5.4. Authority: Noncontravention.

         The Company has the  requisite  corporate  power and authority to enter
into this  Agreement and to consummate  the  transactions  contemplated  by this
Agreement.  The execution and delivery of this  Agreement by the Company and the
consummation by the Company of the  transactions  contemplated  hereby have been
duly  authorized by all necessary  corporate  action on the part of the Company.
This Agreement has been duly executed and delivered by the Company and, assuming
this  Agreement  constitutes  the  valid and  binding  agreement  of  Purchaser,
constitutes a valid and binding obligation of the Company,  enforceable  against
the Company in  accordance  with its terms,  subject to  applicable  bankruptcy,
insolvency, fraudulent conveyance,  reorganization,  moratorium and similar laws
affecting  creditors'  rights and remedies and to general  principles  of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity).  The  execution  and  delivery  of  this  Agreement  do  not,  and  the
consummation of the  transactions  contemplated by this Agreement and compliance
with the provisions  hereof will not, (a) conflict with any of the provisions of
the charter documents or bylaws of the Company,  (b) subject to the governmental
filings and other matters referred to in the following sentence,  conflict with,
result in a breach of or default  (with or without  notice or lapse of time,  or


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both) under, or give rise to a right of first refusal, termination, cancellation
or acceleration of any obligation (including to pay any sum of money) or loss of
a benefit  under,  or require the consent of any person under,  any indenture or
other agreement, permit, concession, ground lease, franchise, license or similar
instrument  or  undertaking  to which  the  Company  is a party or by which  the
Company or any of the assets of either entity are bound,  result in the creation
or imposition  of a material Lien or other  restriction  or  encumbrance  on any
material asset of the Company,  which, singly or in the aggregate,  would have a
Company Material Adverse Effect, or (c) subject to the governmental  filings and
other  matters  referred to in the following  sentence,  violate any domestic or
foreign  law,  rule or  regulation  or any order,  writ,  judgment,  injunction,
decree,  determination  or award currently in effect except for such violations,
which, singly or in the aggregate,  would only have an immaterial effect. Except
as  otherwise  required  by  applicable  state or federal  securities  laws,  no
consent,  approval or authorization of, or declaration or filing with, or notice
to, any  domestic or foreign  governmental  agency or  regulatory  authority  (a
"Governmental  Entity") or any third party which has not been  received or made,
is required by or with respect to the Company in  connection  with the execution
and delivery of this Agreement by the Company or the consummation by the Company
of  the  transactions  contemplated  hereby,  except  for  consents,  approvals,
authorizations, declarations, filings and notices that, if not obtained or made,
will not, individually or in the aggregate, result in a Company Material Adverse
Effect.  "Lien"  means,  collectively,  all  material  pledges,  claims,  liens,
charges,   mortgages,   conditional   sale  or   title   retention   agreements,
hypothecations,  collateral assignments, security interests, easements and other
encumbrances of any kind or nature whatsoever.

         5.5. Restrictions Upon Registration.

         The  Company  agrees that for the twelve  month  period  following  the
execution date of this Agreement it shall not file a registration  statement, of
any type,  with the  Commission  for the  purpose of  registering  shares of the
Company's  common stock held by those persons who received such shares  pursuant
to that certain Securities  Exchange  Agreement,  dated effective as of June 23,
2004,  entered  into by and among  Sifang  Holdings  Co.,  Ltd.,  a  corporation
organized  under the laws of the Cayman Islands  ("Holding Co"), the Company and
the shareholders of Holding Co.

         5.6.  Absence of Certain  Changes or Events;  No  Undisclosed  Material
Liabilities.

         Except as  otherwise  set forth in the  Company's  periodic  reports as
filed  with  the  U.S.  Securities  and  Exchange  Commission  pursuant  to  the
requirements  of  the  Securities  Exchange  Act of  1934,  the  Company  has no
Liabilities.  "Liability"  means, as to any person,  all debts,  liabilities and
obligations,  direct,  indirect,  absolute or contingent of such person, whether
accrued,  vested or  otherwise,  whether  known or  unknown  and  whether or not
actually reflected, or required in accordance with GAAP to be reflected, in such
person's balance sheet.

         5.7. Compliance with Applicable Laws.

         The  Company  has  and  after   giving   effect  to  the   transactions
contemplated  hereby will have in effect all federal,  state,  local and foreign
governmental  approvals,  authorizations,   certificates,  filings,  franchises,
licenses, notices, permits and rights ("Permits") necessary for it to own, lease


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or  operate  its  properties  and  assets  and to carry on its  business  as now
conducted,  and to the  knowledge  of the Company  there has occurred no default
under any such  Permit,  except for the lack of Permits and for  defaults  under
Permits which individually or in the aggregate would not have a Company Material
Adverse Effect. To the Company's  knowledge,  the Company is in compliance with,
and has no  liability  or  obligation  under,  all  applicable  statutes,  laws,
ordinances,  rules, orders and regulations of any Governmental Entity, including
any liability or obligation  to undertake  any remedial  action under  hazardous
substances  laws,  except  for  instances  of  non-compliance,   liabilities  or
obligations,  which  individually  or  in  the  aggregate  would  only  have  an
immaterial effect.

         5.8. Litigation, etc.

         As of  the  date  hereof,  (a)  there  is no  suit,  claim,  action  or
proceeding  (at law or in equity)  pending or, to the  knowledge of the Company,
threatened  against  the Company  (including,  without  limitation,  any product
liability  claims) before any court or governmental  or regulatory  authority or
body,  and (b) the  Company  is not  subject  to any  outstanding  order,  writ,
judgment,  injunction, order, decree or arbitration order that, in any such case
described  in clauses  (a) and (b),  (i) could  reasonably  be expected to have,
individually  or in the  aggregate,  a Company  Material  Adverse Effect or (ii)
involves an  allegation  of criminal  misconduct or a violation of the Racketeer
and Influenced Corrupt Practices Act, as amended.  As of the date hereof,  there
are no  suits,  actions,  claims or  proceedings  pending  or, to the  Company's
knowledge,  threatened,  seeking to prevent,  hinder,  modify or  challenge  the
transactions contemplated by this Agreement.

         5.9. Disclosure.

         The  representations  and warranties and statements of fact made by the
Company in this Agreement are, as applicable, accurate, correct and complete and
do not  contain  any untrue  statement  of a material  fact or omit to state any
material  fact  necessary  in  order  to make  the  statements  and  information
contained herein not false or misleading.

Section 6. Survival of Representations and Warranties.

         All representations,  warranties,  covenants,  and agreements contained
herein shall not be discharged or dissolved  upon, but shall survive the closing
and shall be unaffected by any investigation made by any party at any time.

Section 7. Registration Rights.

         7.1. Registration by the Company.

         (a) Mandatory Registration. As promptly as practicable (but in no event
         later than 30 days) after the date of this Agreement, the Company shall
         file a registration  statement (the "Registration  Statement") with the
         Commission under the Act covering the Shares.

         (b) Registration  Statement Form.  Registrations under this Section 7.1
         shall be on such  appropriate  registration  form of the  Commission as
         shall be reasonably selected by the Company.


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         (c) Effective Registration  Statement. A registration required pursuant
         to this  Section  7.1 shall not be  deemed  to have been  effected  (i)
         unless the  Registration  Statement  has become  effective and remained
         effective in compliance  with the provisions of the Act with respect to
         the  disposition  of all of the  Shares  covered  by such  Registration
         Statement until such time as all of the Shares have been disposed of in
         accordance  with the intended  methods of  disposition by the Purchaser
         set forth in such  Registration  Statement  (unless  the  failure to so
         dispose of such Shares shall be caused solely by reason of a failure on
         the part of the Purchaser).

         7.2. Priority Registrations.

         Subject to the limitations set forth below, the Registration  Statement
may include,  in addition to the Shares,  other  securities of the Company which
are proposed to be sold for the account of the Company or any other stockholders
thereof.

         7.3. Registration Procedures.

         The Company will, as expeditiously as possible:

         a)       prepare   and  file   with  the   Commission   the   requisite
                  Registration   Statement  to  effect  such   registration  and
                  thereafter  use its  reasonable  best  efforts  to cause  such
                  Registration Statement to become effective;

         b)       prepare  and file  with the  Commission  such  amendments  and
                  supplements to such Registration  Statement and the prospectus
                  used in connection  therewith as may be necessary to keep such
                  Registration  Statement  effective  and  to  comply  with  the
                  provisions of the Act with respect to the  disposition  of all
                  the Shares covered by such  Registration  Statement  until the
                  earlier of the time as all of such Shares  have been  disposed
                  of in accordance  with the intended  methods of disposition by
                  the Purchaser set forth in such Registration  Statement or the
                  date that the Shares are eligible  for resale  pursuant to the
                  provisions of Rule 144 under the Act;

         c)       furnish such number of conformed  copies of such  Registration
                  Statement and of each such  amendment and  supplement  thereto
                  (in each case including all  exhibits),  such number of copies
                  of the  prospectus  contained in such  Registration  Statement
                  (including  each   preliminary   prospectus  and  any  summary
                  prospectus)  and any other  prospectus  filed  under  Rule 424
                  under the Act, in conformity with the requirements of the Act,
                  and such other  documents,  as the  Purchaser  may  reasonably
                  request;

         d)       use its reasonable best efforts (i) to register or qualify the
                  Shares  under such other  securities  or blue sky laws of such
                  States of the United  States of America  where an exemption is
                  not available and as Purchaser shall reasonably request,  (ii)
                  to keep such  registration or  qualification  in effect for so
                  long as such  Registration  Statement  remains in effect,  and
                  (iii)  to  take  any  other  action  which  may be  reasonably
                  necessary or advisable to enable the  Purchaser to  consummate
                  the disposition in such  jurisdictions of the securities to be
                  sold by the  Purchaser,  except that the Company shall not for


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                  any such  purpose  be  required  to  qualify  generally  to do
                  business as a foreign corporation in any jurisdiction  wherein
                  it would not but for the  requirements of this subdivision (d)
                  be  obligated  to be so  qualified  or to  consent  to general
                  service of process in any such jurisdiction;

         e)       use its reasonable best efforts to cause all Shares covered by
                  such Registration  Statement to be registered with or approved
                  by such  other  federal  or  state  governmental  agencies  or
                  authorities  as may be  necessary in the opinion of counsel to
                  the  Company  and  counsel  to the  Purchaser  to  enable  the
                  Purchaser to consummate the disposition of such Shares;

         f)       notify the  Purchaser at any time when a  prospectus  relating
                  thereto  is  required  to be  delivered  under  the Act,  upon
                  discovery that, or upon the happening of any event as a result
                  of  which,  the  prospectus   included  in  such  Registration
                  Statement,  as then in effect, includes an untrue statement of
                  a material  fact or omits to state any material  fact required
                  to be  stated  therein  or  necessary  to make the  statements
                  therein  not  misleading,  in the  light of the  circumstances
                  under  which  they  were  made,  and  at  the  request  of the
                  Purchaser  promptly  prepare  and  furnish to it a  reasonable
                  number of copies of a  supplement  to or an  amendment of such
                  prospectus   as  may  be  necessary  so  that,  as  thereafter
                  delivered  to  the   purchasers  of  such   securities,   such
                  prospectus shall not include an untrue statement of a material
                  fact or omit to state a material  fact  required  to be stated
                  therein  or  necessary  to make  the  statements  therein  not
                  misleading in the light of the circumstances  under which they
                  were made;

         g)       otherwise use its  reasonable  best efforts to comply with all
                  applicable  rules and regulations of the  Commission,  and, if
                  required,  make available to its security holders,  as soon as
                  reasonably  practicable,  an earnings  statement  covering the
                  period of at least twelve  months,  but not more than eighteen
                  months, beginning with the first full calendar month after the
                  effective date of such Registration Statement,  which earnings
                  statement shall satisfy the provisions of Section 11(a) of the
                  Act and Rule 158 promulgated thereunder,  and promptly furnish
                  to  Purchaser a copy of any  amendment or  supplement  to such
                  Registration Statement or prospectus;

         h)       provide  and  cause to be  maintained  a  transfer  agent  and
                  registrar  (which,  in each case,  may be the Company) for all
                  the Shares  covered by such  Registration  Statement  from and
                  after  a date  not  later  than  the  effective  date  of such
                  registration; and

         i)       use its  reasonable  best  efforts  to list the  Shares on any
                  national  securities  exchange on which the shares of the same
                  class covered by such  Registration  Statement are then listed
                  and,  if no  such  shares  are  so  listed,  on  any  national
                  securities exchange on which the common stock is then listed.

         Purchaser agrees by acquisition of the Shares that, upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
subdivision (f) of this Section 7.3, such holder will forthwith discontinue such
disposition  of  the  Shares  pursuant  to  the  Registration   Statement  until
Purchaser's  receipt of the  copies of the  supplemented  or amended  prospectus
contemplated  by subdivision  (f) of this Section 7.3 and, if so directed by the


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Company,  will  deliver to the Company (at the  Company's  expense)  all copies,
other than  permanent  file  copies,  then in such  holder's  possession  of the
prospectus relating to the Shares current at the time of receipt of such notice.

         7.4. Indemnification.

         (a) Indemnification by the Company.  The Company will, and hereby does,
         indemnify and hold harmless, in the case of the Registration  Statement
         filed  pursuant  to  Section  7.1,  the  Purchaser  and its  respective
         directors,  officers,  partners,  agents and  affiliates,  against  any
         losses,  claims,  damages or  liabilities,  joint or several,  to which
         Purchaser or any such director,  officer,  partner, agent, affiliate or
         controlling  person  may  become  subject  under the Act or  otherwise,
         including,  without limitation, the fees and expenses of legal counsel,
         insofar as such losses,  claims,  damages or liabilities (or actions or
         proceedings, whether commenced or threatened, in respect thereof) arise
         out of or are  based  upon  any  untrue  statement  or  alleged  untrue
         statement of any material fact contained in any Registration Statement,
         any  preliminary  prospectus,  final  prospectus or summary  prospectus
         contained  therein,  or any  amendment or  supplement  thereto,  or any
         omission or alleged  omission to state therein a material fact required
         to be stated  therein or  necessary to make the  statements  therein in
         light of the circumstances in which they were made not misleading,  and
         the Company will reimburse  Purchaser and each such director,  officer,
         partner,  agent,  affiliate and controlling person for any legal or any
         other  expenses   reasonably   incurred  by  them  in  connection  with
         investigating or defending any such loss, claim,  liability,  action or
         proceeding;  provided, however, that the Company shall not be liable in
         any  such  case to the  extent  that  any  such  loss,  claim,  damage,
         liability  (or  action or  proceeding  in respect  thereof)  or expense
         arises out of or is based upon an untrue  statement  or alleged  untrue
         statement  or omission or alleged  omission  made in such  Registration
         Statement, any such preliminary prospectus,  final prospectus,  summary
         prospectus,  amendment or supplement in reliance upon and in conformity
         with  written  information  furnished to the Company by or on behalf of
         the  Purchaser,  specifically  stating  that  it  is  for  use  in  the
         preparation  thereof.  Such  indemnity  shall  remain in full force and
         effect  regardless  of  any  investigation  made  by  or on  behalf  of
         Purchaser or any such director,  officer,  partner, agent, affiliate or
         controlling person and shall survive the transfer of such securities by
         the Purchaser.

         (b)  Indemnification by the Purchaser.  As a condition to including the
         Shares in the Registration  Statement,  the Company shall have received
         an undertaking  satisfactory to it from the Purchaser, to indemnify and
         hold  harmless  (in the same manner and to the same extent as set forth
         in Section  7.4(a)) each other  seller,  if any, the Company,  and each
         director of the Company and each officer of the  Company,  with respect
         to any  statement  or  alleged  statement  in or  omission  or  alleged
         omission from such Registration Statement,  any preliminary prospectus,
         final  prospectus  or  summary  prospectus  contained  therein,  or any
         amendment or supplement thereto, if such statement or alleged statement
         or  omission  or  alleged  omission  was made in  reliance  upon and in
         conformity  with  written  information  furnished to the Company by the
         Purchaser specifically stating that it is for use in the preparation of
         such Registration Statement,  preliminary prospectus, final prospectus,


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         the  liability of such  indemnifying  party under this  Section  7.4(b)
         shall  be  limited  to  the  amount  of   proceeds   received  by  such
         indemnifying party giving rise to such liability.  Such indemnity shall
         remain in full force and effect,  regardless of any investigation  made
         by or on  behalf  of the  Company  or any  such  director,  officer  or
         controlling person and shall survive the transfer of such securities by
         the Purchaser.

         (c) Notices of Claims,  etc.  Promptly  after receipt by an indemnified
         party  of  notice  of the  commencement  of any  action  or  proceeding
         involving  a  claim  referred  to in  Section  7.4  (a)  or  (b),  such
         indemnified  party  will,  if a claim in respect  thereof is to be made
         against an indemnifying party, give written notice to the latter of the
         commencement of such action; provided, however, that the failure of any
         indemnified  party to give notice as provided  herein shall not relieve
         the  indemnifying   party  of  its  obligations   under  the  preceding
         subdivisions  of this  Section  7.4,  except  to the  extent  that  the
         indemnifying  party is  actually  prejudiced  by such  failure  to give
         notice.   In  case  any  such  action  shall  be  brought  against  any
         indemnified  party and it shall  notify the  indemnifying  party of the
         commencement  thereof,  the  indemnifying  party  shall be  entitled to
         participate  therein and, to the extent that it may wish, to assume the
         defense  thereof,   with  counsel   reasonably   satisfactory  to  such
         indemnified party;  provided,  however, that any indemnified party may,
         at its own expense,  retain  separate  counsel to  participate  in such
         defense.  Notwithstanding the foregoing, in any action or proceeding in
         which both the Company and an  indemnified  party is, or is  reasonably
         likely to become, a party,  such indemnified party shall have the right
         to employ separate counsel at the Company's  expense and to control its
         own  defense of such  action or  proceeding  if (a) there are or may be
         legal  defenses  available  to  such  indemnified  party  or  to  other
         indemnified  parties that are  different  from or  additional  to those
         available to the Company or (b) any actual  conflict exists between the
         Company  and such  indemnified  party  that  would  make such  separate
         representation advisable; provided, however, that the Company may limit
         the fees and expenses  that it pays in any one legal action or group of
         related  legal  actions  to  those  fees  and  expenses  of one firm of
         attorneys  (together with  appropriate  local  counsel),  which firm of
         attorneys (together with appropriate legal counsel) shall be designated
         in writing by a majority of the indemnified parties who are a party to,
         or are  reasonably  likely to become  parties to, such legal  action or
         group of related legal actions.  No indemnifying  party shall be liable
         for any  settlement  of any action or proceeding  effected  without its
         written  consent,  which consent shall not be unreasonably  withheld or
         delayed.  No  indemnifying  party  shall,  without  the  consent of the
         indemnified party, which consent shall not be unreasonably  withheld or
         delayed,  consent to entry of any judgment or enter into any settlement
         which does not include as an  unconditional  term thereof the giving by
         the claimant or plaintiff to such  indemnified  party of a release from
         all liability in respect to such claim or litigation or which  requires
         action other than the payment of money by the indemnifying party.

         (d) Contribution.  If the indemnification  provided for in this Section
         7.4 shall for any  reason  be held by a court to be  unavailable  to an
         indemnified  party under Section 7.4(a) or (b) hereof in respect of any
         loss,  claim,  damage or liability,  or any action in respect  thereof,
         then,  in lieu of the amount paid or payable  under  Section  7.4(a) or
         (b), the  indemnified  party and the  indemnifying  party under Section
         7.4(a) or (b) shall contribute to the aggregate losses, claims, damages



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<PAGE>

         and liabilities  (including legal or other expenses reasonably incurred
         in connection with  investigating  the same), (i) in such proportion as
         is  appropriate  to reflect the  relative  fault of the Company and the
         Purchaser which resulted in such loss, claim,  damage or liability,  or
         action or proceeding in respect thereof, with respect to the statements
         or omissions which resulted in such loss,  claim,  damage or liability,
         or  action  or  proceeding  in  respect  thereof,  as well as any other
         relevant equitable considerations or (ii) if the allocation provided by
         clause (i) above is not permitted by applicable law, in such proportion
         as shall be  appropriate to reflect the relative  benefits  received by
         the  Company and the  Purchaser  from the  offering  of the  securities
         covered by such Registration Statement,  provided, that for purposes of
         this clause (ii), the relative benefits received by the Purchaser shall
         be  deemed  not to  exceed  the  amount  of  proceeds  received  by the
         Purchaser. No person guilty of fraudulent misrepresentation (within the
         meaning of Section 11(f) of the Act) shall be entitled to  contribution
         from   any   person   who   was   not   guilty   of   such   fraudulent
         misrepresentation. The Purchaser's obligation to contribute as provided
         in this Section  7.4(d) is several in proportion to the relative  value
         of its respective Shares covered by such Registration Statement and not
         joint.  In  addition,  no  person  shall  be  obligated  to  contribute
         hereunder  any amounts in payment for any  settlement  of any action or
         claim effected without such person's  consent,  which consent shall not
         be unreasonably withheld.

(e)      Other Indemnification. Indemnification and contribution similar to that
         specified in the preceding subdivisions of this Section 7.4 (with
         appropriate modifications) shall be given by the Company and the
         Purchaser with respect to any required registration or other
         qualification of securities under any federal or state law or
         regulation of any governmental authority other than the Act.

(f)      Indemnification Payments. The indemnification and contribution required
         by this Section 7.4 shall be made by periodic payments of the amount
         thereof during the course of the investigation or defense, as and when
         bills are received or expense, loss, damage or liability is incurred.

Section 8. Put Option.

         (a)  Subject to the  provisions  of  subparagraphs  (b) and (c) or this
         Section 8, the Company  hereby grants to Purchaser an option to require
         the Company to  purchase  up to 877,193  Shares at a price of $1.14 per
         share (the "Put Option").

         (b) The Put Option may be  exercised at any time after the date that is
         six  months  after  the  Company  files  the   Registration   Statement
         registering the Shares up to and including the earlier of the date that
         such Registration  Statement is declared effective by the Commission or
         the Shares are  eligible  for resale  under Rule 144 under the Act (the
         "Expiration Date").



                                       10
<PAGE>

         (c) The Put Option may be  exercised  by  written  notice  given by the
         Purchaser  to the  Company  and the  Escrow  Agent  exercising  the Put
         Option. If the Put Option is not exercised by the Expiration Date, then
         the Put  Option  will  terminate,  and be null,  void and of no further
         effect immediately following the Expiration Date.

Section 9. Entirety and Modification.

         This Agreement  constitutes  the entire  agreement  between the parties
hereto with  respect to the subject  matter  hereof and  supersedes  any and all
prior  agreements  and  understandings,  whether  oral or  written,  between the
parties hereto relating to such subject  matter.  No  modification,  alteration,
amendment,  or supplement to this Agreement  shall be valid or effective  unless
the same is in writing and signed by all parties hereto.

Section 10. Successors and Assigns.

         This  Agreement  shall be binding  upon and inure to the benefit of the
respective parties hereto,  their successors and permitted  assigns,  heirs, and
personal representatives.

Section 11. Governing Law.

         This  Agreement  shall be governed  by and  construed  and  enforced in
accordance with the laws of the State of Nevada.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
agreement as of the date first written above.

PURCHASER:                                  CHINAMERICA FUND, LP


                                            By: /s/ B. Johnson
                                               ---------------------------------
                                               Name:  B. Johnson
                                               Title: General Partner

COMPANY:                                    BOULDER ACQUISITIONS, INC.

                                            By: /s/ Tai Caihua
                                               ---------------------------------
                                               Tai Caihua
























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